Curious Hearts and World Wars
by ficlover08
Summary: Emily Newman grew up in an orphanage with Bucky Barnes and Steve Rogers. The three of them were the best of friends until Emily leaves for college. The three of them are reunited while in the middle of the worst war. Not Slash.
1. Chapter 1

Disclaimer: I don't own Captain America or the Avengers series. If I did I would have made sure that Bucky survived and both Peggy and Bucky would have made it to the future with Steve.

* * *

**Brooklyn January 1942**

Emily Newman was a 25 year old girl from a Brooklyn Orphanage. She had grown up being with children who were orphaned because of the first Great War. Among them were her two best friends Steve Rogers and James 'Bucky' Barnes whom she had not heard from since she left the orphanage when she left for college. You see; Emily was a girl who wanted to prove her worth, wanted to prove that she wasn't just another forgotten child from an orphanage that's why she did her best to get into college.

She had gotten into Wellesley College on a scholarship and had accepted it without a second thought. She knew that this meant that she would have to say good bye to Steve and Bucky but they both accepted that her place was in Wellesley College and had seen her off. She was sixteen years old when she left, just a teen age girl who wanted to make something for herself and made the decision never to look back. It was ironic to her though, after four years of studying physics, chemistry, biology and linguistics and then taking up medicine in the Women's Medical College of Pennsylvania.

After medical school Emily, who was already a volunteer at the ARC (American Red Cross), had joined the ANC (Army Nurse Corps) at 23 and was assigned in different types of settings. I.E. as a nurse on a hospital ship, in a battle ground, as a flight nurse and on a hospital train. She had spent two years abroad and had risen to the rank of Colonel in the ARC before she was assigned (due to the lack of doctors) to take care of a German scientist, who had fled Germany after helping the SSR or the Strategic Scientific Reserve, named Dr. Abraham Erskine. Dr. Erskine had been impressed by Emily's file and felt that she could be of use in the SSR and had her drafted in. She maintained her post in the ANC but was named as the assistant of Dr. Erskine.

During the time that she handled Dr. Erskine or Abe as he had asked her to call him, Emily had met and befriended the British Agent Margaret 'Peggy' Carter who was a part of the SSR. After Abe had been released from the hospital, the three of them journeyed to America and into Brooklyn.

Emily thought about her boys often after she left for college, wondering how they were and if they were still friends. Sometimes she thinks that she had made a mistake by going to school and breaking of contact with them. They had understood of course, they wrote her letters the first few weeks but with her hectic school schedule as well as the part time job she had taken to pay for the expenses that her scholarship didn't cover; she had found that she had less time for them and the letters decreased until there were none at all. Still, she had made her decision and she hoped to God that she would find them both alive after the war was over.

'_The war,' _Emily mused as she turned another corner '_if my boys hadn't changed yet then I can bet that Bucky is in the front lines fighting while Steve is trying his best to get in.' _

Her eyes roamed the paths and alleys she had known since she was a child. _It's good to be home. _Emily thought as she breathed in the Brooklyn air. Her luggage in her hand as she walked into the apartment that she had rented not far from the lab where she would start working as the assistant of Dr. Abraham Erskine. She had been told that she would be working with the rich playboy Howard Stark as well.

Emily sighed as she took in the apartment, it was small and homely and so unlike that of her dorm room in Wellesley. It was large enough that it had a separate kitchen/laundry room complete with appliances, a sitting room with a wireless radio, a bathroom and a bedroom but it was so small that it would be difficult raising children in it, it was painted in a light yellow and accented by cream colored moldings, it had green curtains and wooden furniture with a white colored sitting room set.

She went to her bed and placed her luggage on it intent on unpacking. When she caught sight of her reflection in the mirror. She had grown up much from the little girl who played with boys and was always muddy with bruised limbs from fighting with other girls. She had practically grown up using her street smarts and was nearly overwhelmed by the suffocating and rigid rules that college life presented. She looked so different and yet so similar to the Emily that her boys saw off. Her shoulder length curly golden hair had become much tamer and her sapphire eyes seemed wiser somehow, the features on her heart shaped face seemed sharper and her small pink lips seemed fuller. Her body had shed her girly figure in favor of a more womanly one. Emily bit her lip as she looked at herself. _I wonder who I look like more my father or my mother. _Emily wondered before shaking her head, she had been found as an infant on a street near the orphanage wrapped in an embroidered cloth made of expensive materials and in a basket with a few other things like a locket with the name Emily, a strange golden pendant with a symbol of the phoenix and a beautiful sapphire and emerald ring embedded in white gold. Her first name came from the locket and her last name came from the fact that she was found in front of the old abandoned Newman and sons shoe factory. She thought back to the days when her boys would tease her about being royalty because she looked like 'a storybook princess'.

_Emily, Steve and Bucky are sitting in the far corner of the room talking amongst themselves. Emily and Steve are both Seven while Bucky had just turned eight years old._

"_You must be a missing princess." Bucky said as he looked at Emily who was doing some embroidery on a handkerchief she had been given._

"_What makes you say that?" Emily says with a raised brow as she puts her work down._

"_Well… you look like the princess from the storybook." Bucky said trying to make up more excuses._

"_You were found with all of those expensive things. You must have been kidnapped and then lost by your kidnappers and now your royal parents might still be looking for you." Steve jumped in immediately as Bucky nodded. Emily just rolled her eyes at them._

"_Or it could just mean that my parents were rich and that they didn't want me or they died and someone placed me near the orphanage." Emily said coming up with a more practical reason and then reaching for her unfinished embroidery._

"_Well it was worth a shot. But don't worry you'll always be our princess." Bucky said as he placed an arm around Emily's shoulders and Steve held her hand. The motion made her lose her concentration and prick her finger._

Emily shook her head to clear the memories away as she returned to unpacking her luggage. Most of her things were there in boxes and were waiting to be unpacked. Books, clothes, jewelry and different accessories that she had collected over time were all in those boxes. She had only brought enough clothes for the trip to Brooklyn and then some for emergencies. All of her clothes were of course dresses, trousers and skirts and pretty tops.

* * *

It was Emily's fifth day and she had to admit it, she was impressed. She was working in a top secret lab in Brooklyn with Dr. Erskine. She liked both Dr. Erskine who acted as both a father figure and mentor to her and Peggy Carter, one of the few women she could actually relate to. The only real downside was Howard Stark flirting with her all the time.

It was still worth it though and she was really curious about the serum that Dr. Erskine created. He had allowed her to watch and take note of all of the modifications he did as well as show her original formula. She was also happy to help Dr. Erskine or Abe as he wanted her to call him with the calculations needed.

"You know, if the two of you just looked the slightest bit like each other I would say that you were Doc's daughter." Howard said as he watched the two working in the lab.

"I would have loved to have had him as a father when I was growing up. Or well just a father really. I wonder what that was like though, growing up with a father or a mother or both." Emily said offhandedly as Howard stared at her with wide eyes.

"What do you mean? Are you an orphan?" Howard asked as Emily just nodded.

"Yeah I lived in St. Mary's orphanage just a few blocks from here till I was eighteen and had gotten a scholarship in Wellesley College." Emily said with a shrug not turning from the equation on the board.

"Well, I would have been happy if you were my daughter." Abe said as he looked at his assistant fondly. She was such a bright girl with a pleasant personality. Abe frowned though as he thought of how men saw Emily, she was a beautiful girl, yes but she was also smarter than most men and that tended to scare of potential suitors and she lacked the proper background, social connections and wealth to meet any man that wouldn't be intimidated by her. _Unless… _Abe thought as his eyes widened when he saw Howard flirting with Emily.

"Howard why do you insist on constantly asking me out?" Emily snapped at him.

"Cause you're a beautiful woman." Howard retorted.

"Well a beautiful woman doesn't come cheap you know." Emily said with a smirk hoping to turn him off but it actually had the opposite effect.

"So how about I take you out to a fancy dinner tonight and then we can go dancing?" Howard said with a grin as Emily rolled her eyes.

"No can do Stark I've got a date with my bed tonight." Emily said.

"Mmm… that sounds good. Any chance I can crash your date." Howard asked as Emily groaned in frustration.

"NO! Now get back to work Stark." Emily said effectively ending the conversation as Abe just watched amused. Emily was obviously frustrated by Howard's constant flirtations but Abe had remembered how she would flirt with the soldiers in the hospital to make them feel better. She hadn't really paid any special attention to the men around her before and she obviously wasn't now. _'Maybe she's waiting for a man.' _Abe thought.

Howard pouted before grabbing a screwdriver and returning his attention to the machine he was building. It was the chamber where the chosen soldier would step inside and be infused with the serum as well as a bit of radiation called Vita Rays. After that he would have to work with more people to assist him in creating the controls and things to monitor the vitals of the lucky specimen.

* * *

**Brooklyn June 1942**

Emily had been back in Brooklyn for all of six months and was happy with the progress they had made. She and Abe had finished working out whatever was wrong with the serum and since she was the only one that Abe had shown the formula to or most of the formula at least. Even Howard had finished his machines. Emily was just clearing things up with the others who had come to work with them, mainly with Stark, when two people entered.

"How is the project going?" Colonel Chester Phillips asked as he entered with Peggy trailing behind him.

"It's great. We've actually just finished."Abe said with his accented english.

"I'm guessing you've worked out the problems in the serum then?" Peggy asked as she ignored Howard who was eyeing her in her uniform the same way that Howard eyed Emily and the other women wearing their white nurse's uniform. (Emily had different types of uniforms, her off duty uniform which was an dark grey colored version of Peggy's, a white nurse's uniform, a blue nurse's uniform, an array of navy nurse's uniform, and an array of air force nurse's uniforms, because she was stationed at different places and often had to work with others, she had found that her uniform didn't work well in different climates or places.)

"Yes, it was all thanks to Ms. Newman who had factored in the different variables that existed in a human's condition as well as factoring in the different types of physical problems the subject might have and that the serum would affect and how it would affect them." Abe said proudly as Emily blushed at the praise.

"Then I see Dr. Erskine's decision was the right one. Good work Colonel Newman." Colonel Phillips said acknowledging Emily's rank. Though they were both Colonels, Emily was still lower because she was a woman and she was the Colonel of the nurses. There were certain conditions though that allowed Emily to take command, those were in case of situations where she would need to order them to help in medical crisis situations or when there were no longer any higher commanding officers.

"Sir thank you Sir" Emily responded to the praise. After Colonel Phillips and Agent Carter left, the cleanup work resumed.

"So… since we're done with this project I was thinking you could go to my expo this weekend." Howard said leaning on the counter beside Emily. Emily raised a brow at Stark who just threw her a charming smile.

"Fine" Emily said as Abe looked at her wide eyed.

"I mean there would be a recruitment office there and I know Abe would definitely look at the soldiers that were recruited" Stark started making excuses to get her to attend because it hadn't sunk in yet. "and… wait what?" Stark asked finally catching on as Emily and Abe both laughed.

"I said fine. I'll attend. I'm curious about your work and I haven't really gone out in such a long time. I figured I can also help Abe with the recruitment." Emily told him with a shrug as she fixed the chemicals and started storing them in their proper places.

* * *

Emily sighed as she stared at herself in the mirror, she had opted to wear a dark blue dress with an A line skirt and dark blue low heeled sandals. She had decided not to wear any jewelry and had just gone on to fix her makeup. She knew she looked attractive and she knew that this wasn't a date. Both Abe and Peggy would be coming with them for dinner after the show. It had been some sort of tradition for them to have lunch and dinner on weekends but it seemed that Howard was intent on showing off this time around not that Emily cared because Howard had offered to pay for the food as usual.

'_Maybe I'll get to see my boys tonight.' _Emily sighed but shook her head. She hadn't had the time to properly look them up except when she was going over some of the military personnel files at the recruitment offices. She had been helping out in the recruitment centers whenever she had the time and she had spotted Bucky's file on the table one day. It had said that he had been approved but when she looked at Steve's file it said that he had been denied four times.

Emily Left her apartment and called a cab. She looked out the window lost in thought as she remembered her childhood in the orphanage. It wasn't that bad it was just that with so many children and so little staff they couldn't really accommodate them much so Bucky and Emily took the odd jobs here and there to save money for Steve's medicine. Mrs. Rebecca Jones was a kind old woman whose husband died years earlier and whose children and grandchildren had died during the First World War as such she had no living family and Bucky, Emily and Steve took care of her until she died when Emily was 15. Because she had no family she left all of her possessions and her money to the three of them.

'_Is it so wrong that I'm happy that Steve isn't going to war?' _Emily thought. She had often been worried about him. She remembered the sweet, loyal, adventurous boys that Steve and Bucky used to be…or was it still are? She didn't know but it was obvious that the two remained close friends.

The sight of Howard Stark greeted her as she stepped out of the cab.

"Hey gorgeous" Howard greeted her as he helped her out.

"Hello Howard." Emily said a bit stiffly as her eyes roamed around the venue. She had immediately spotted some military police or MPs heading their way. Apparently the SSR considered both Howard and her as valuable assets with Howard being the number one defense contractor and the best mechanical engineer in the country and her being one of the top scientists that the country had at its disposal (yes she had proven herself during the six months she had been working in the SSR).

"I'm touched that you dressed up and I know that you're nervous for our date and all but you don't have to be so stiff." Howard said as Emily glared at him.

"It's not a date! Both Abe and Peggy would be there too." Emily pointed out triumphantly.

"Oh did I forget to tell you? Dr. Erskine said that he'd check out the recruitment center here before he heads home. He said that he was feeling under the weather today and Agent Carter can't make it because Colonel Phillips wanted her to do some paper work. So it's just you and me today gorgeous." Howard said with a cheeky smile as Emily glared at him before huffing and stalking off with Howard chasing after her. Emily had to admit that the expo was amazing and loath as she was to admit it Howard Stark was a genius whose company she actually likes (to a certain extent that is).

"Shouldn't you be getting ready to take the stage Howard?" Emily asked as he accompanied her around the expo.

"Nah… still got 30 minutes. Which reminds me" Howard said reaching into his pocket and pulling out a paper of some sort "Back stage pass." He said handing the paper to a bemused Emily.

"What's this for?" Emily asked as she looked at the paper.

"I figured you'd want a closer look at the things I'm going to present tonight." Howard said as Emily nodded with a grateful smile.

"Thanks" she said as the two of them walked towards the stage. Just as she was about to enter she saw a glimpse of two men. The first man was a small blonde sickly looking man who was trailing the first man. The second man was taller and definitely fit; he was wearing a military uniform and had a cute brunette on his arm. The girl had a blonde friend with her. Emily stopped in her tracks and watched them move through the expo. Emily's sure that the two men are her boys, are Steve and Bucky. She smiled sadly, they really had grown up and they were out on dates. Emily frowned _'the blonde girl seems to be ignoring Steve.' _Emily thought as she followed them with her eyes.

"Hey you okay?" Howard asked worry in his eyes as he came up behind her. _'Damn!' _Emily thought _'I forgot about Howard.'_

"Yeah I'm fine." Emily said looking at him with a smile before turning back and noticing that the foursome was gone. Emily just sighed _'perhaps I can find them again after the show.'_

"With Stark's Rivitic Reversion Technology, you'll be able to do just that." Howard said as Emily, who was behind the stage was listening, rolled her eyes. _'Rivitic Reversion? That so lacks creativity.' _Emily thought as Howard continued speaking.

After the show she had examined the car that Howard had brought and examined it. Smirking as she noticed a few things that could be improved as well as a few details that the machine lacked to help it stay off the ground. Emily looked at the decorations and just shook her head. Howard was obviously an extravagant man who did nothing in halves so why did it still surprise her that the whole thing was filled with theatrics. She walked towards Howard and saw him with the two women she had spotted before. The men however, were missing.

"Are you playing nice Howard?" Emily said to announce her presence as she strolled towards them. The three immediately turned their attention towards her as Howard grinned.

"Certainly" Howard started as Emily reached them "Ladies this is a Ms. Emily Newman a friend of mine." Howard said as he introduced Emily to her.

"It's a pleasure to meet you. Please just call me Emily." She said with a sweet smile on her face.

"Well it's a pleasure to meet you too. I'm Veronica Rakes and this is my friend Joan Cooper." The brunette said.

"So Mr. Stark how did you come up with the Rivitic Reversion?" Veronica asked.

"Yes Howard how did you come up with that? It couldn't have anything to do with the play on the word riveting could it. The reversion I could guess is because it reverses the polarity of the magnetic field thereby cancelling gravity which holds the car down. However, you forgot to factor in the weight of the car and the passengers and whatever baggage they might hold that's why the machine died. There wasn't enough power to sustain it and you also lack the proper stabilizer that would hold it together without breaking down not to mention stabilizing the gravity field after all if even one of those fails the whole car would fall." Emily said as the three of them looked at her with wide eyes.

"That's brilliant! You figured all that out?" Howard said as Emily narrowed her eyes.

"You really do belittle my intelligence. There is a reason why we were made to work together. After all, I've dealt with quantum physics and the like, you didn't think I wouldn't pick up a bit of mechanical engineering from you did you? Nor did you think that I wouldn't at least read a bit about it." Emily said in a sharp clipped tone.

"She is a great woman isn't she Miss Veronica, Miss Joan. Oh! Brains, beauty and brawns the perfect woman." Howard said as he placed an arm around Emily's shoulder. Emily made a face and pretended to gag. Veronica and Joan saw this and stifled their giggles.

"And here I thought you had the hots for Peggy." Emily said in an innocent voice as she batted her eyelashes.

"Oh, don't get me wrong. Agent Carter is also a perfect combination of the three as well. That's why I always have a hard time trying to decide between the two of you." Howard said.

"Whatever. Keep talking like that and I might just cancel dinner and head on to the recruitment center to help Abe out." Emily said as Howard looked at her with an amused smile before facing the two women.

"Miss Veronica, Miss Joan. It was nice meeting you but I best be off before she does decide to follow through with her threat." Howard said kissing each of their knuckles as the girls flushed and giggled.

"It was nice meeting you Veronica, Joan. I hope you enjoy your night." Emily said as she gave them a small smile before taking the arm that Howard offered and walking away.

* * *

It had been a month since the expo and today was when they'd start the test for the Super Soldier Experiment or Project Rebirth. Emily and Howard were closer than before because of that night but despite all of the flirting that went back and forth between the two, there was never any movement. Particularly because Howard liked to keep his options open and Emily just wasn't interested in him in a romantic way.

Neither Emily nor Howard were told the identity of the subject and found themselves extremely anxious as they waited for the subject to arrive. Emily, who was dressed in her white nurse's uniform, was on the platform checking the chamber when the door opened and Peggy came in with the subject. The subject was a skinny little blonde man who Emily immediately recognized as Steve. _'Oh you've got to be kidding me.' _Emily thought as her eyes widened. She noticed that everyone else had stopped and stared at him and that Steve hadn't even noticed her yet.

"Stevie!" Emily exclaimed as she wrapped her arms around his neck. Steve had a surprised look on her face while both Abe and Howard looked at her with amused looks and raised brows. But that didn't catch her attention. Peggy had bristled as she watched her friend show such intimate familiarity to the test subject.

"Emmy? How? What?" Steve sputtered as he pulled away from Emily's grasp.

"I've been back in Brooklyn working with the SSR for about seven months now." Emily explained hastily. She saw Steve frown and she bit her lip.

"Seven months. You didn't even bother looking us up? You could have said good bye to him you know." Steve said angrily as Emily looked down.

"And say what? I haven't heard from either of you in eight years nor have I seen you both in nine years. I didn't have the time because I was so busy with this project. I did try really I did but I saw his file and I thought he had been shipped off." Emily said softly but everyone (Abe, Steve, Peggy and Howard, the others were busy with their work) still heard.

"You could have tried. You **should **have tried." Steve said forcefully as Emily just shook her head.

"We'll talk about this later Stevie. Right now we have to do this experiment." Emily said as Steve nodded. She was right of course; this wasn't the time or the place to discuss such things. This was something that was private and was between them.

"Right how do you two know each other?" Howard asked tired of being left in the dark and trying to diffuse the tension.

"We're childhood friends." Emily said curtly effectively silencing any other questions he might have had.

Steve shook hands with Dr. Erskine as a camera flashed.

"Please. Not now." Abe said as the camera man backed off. Steve just eyed the 'chamber' nervously as Emily stayed beside a rack filled with vials of blue liquid.

"You ready?" Abe asked as Steve, who had yet to turn away from the chamber, nodded mutely.

"Good. Now take off your shirt, tie and your hat." Abe said. Steve took one glance at Peggy before removing the said articles and passing it to Emily and laying down on the bed inside the 'chamber'.

"Comfortable?" Abe asked after he sent Peggy away.

"It's a little big." Steve said in a light voice as Abe gave a soft chuckle.

"You save me any of that schnapps?" Steve asked facing him.

"Not as much as I should have." Abe admitted before moving to the center of the platform. Emily approached him and started fixing the chamber, placing the vials into some slots while Abe gave a speech.

"This is going to be painful. They're going to stimulate your growth and fix any internal physical imperfection while heightening your senses and personality, you'd also find that you're more perceptive. I don't know to what extent your body and brain functions would improve though." Emily told him in a matter of fact sort of way.

"You're still wearing the necklace he gave you." Steve pointed out ignoring whatever Emily said as he looked at the flat silver heart shaped pendant that hung on its own chain away from the other three that shared a chain. The inscription said _'So you won't forget me.' –James 'Bucky' Barnes. _It was Bucky's gift to her before she left for College. It wasn't a secret that there had been something between them when they were younger but Emily wasn't sure if it was still there.

"It really hurt him you know. When you left and when you stopped writing letters. He hoped that you would come back after you graduated but you never did." Steve said softly. He knew that every word struck Emily deeply and he could see how much it hurt her but he also had to tell her. She had to know how much her decisions hurt their other friend. Steve still couldn't figure out what was going on in his friend's mind. She was a smart girl with a good head on her shoulders but she always seems to make decisions that were only for her. She always left everyone having to accommodate themselves or deal with the fall back of her decisions. _'I suppose she's just a bit more selfish than others while being a bit more selfless than some.' _Steve thought.

Emily didn't say anything to counter what Steve had said, she didn't defend herself or even make any excuses she just gave his hand a gentle squeeze before inserting a syringe into his arm and injecting him with penicillin.

"That wasn't so bad." Steve told Abe.

"It's penicillin." Abe said as he signaled Emily to start the serum infusion. Steve closed his eyes and clenched his teeth. Emily stepped back put her goggles on and watch as the chamber closed.

"Steve can you hear me?" Abe asked knocking on the chamber's door.

"I suppose it's too late to go to the bathroom." Steve called back out.

"Now Mr. Stark." Abe said as Howard nodded and started slowly powering up the vita rays. The small glass window in the chamber showed blinding white light as Steve started screaming in pain. Emily just looked at the chamber in concern.

"Shut it down!" Peggy screamed as Abe nodded.

"MR. STARK!" Abe exclaimed. Howard reached for the controls but was stopped.

"NO! Wait I can do this." Steve said his voice rough from all the screaming and laced with pain.

"It's now at 75, 90, 100." Howard said and as he reached 100 the machines started to spark one by one and both the machines and the lights started to die down. Everyone stared at the chamber cautiously as both Emily and Abe neared the chamber. Peggy rushed down to the platform.

"Mr. Stark" was all Abe said as Howard opened the chamber. In the machine was a tall healthier version of Steve that Emily, who was still a woman, found rather dashing albeit she didn't really seem to have any desire to go beyond the brother-sister friendship they shared.

"How do you feel?" Abe asked as he helped Steve down and Emily stood to the side as she watched Peggy stare at Steve in shock. She smirked as she watched Peggy attempt to touch Steve's well muscled abdomen. She knew her two friends were attracted to each other. She had seen it with Steve when he had glanced at Peggy before shyly stripping his shirt off and she had seen it in Peggy when the other girl bristled when Emily hugged Steve and she was happy for the two of them. She knew that Peggy had had romantic feelings for Steve even before he had become so fit and she was pleased with it because Peggy wasn't just in love with the handsome man that Steve became but she was in love with the shy small boy who didn't know how to dance.

By the time Steve had put on a new shirt everyone was already on the platform celebrating as Howard stood beside Emily and placed an arm around her shoulder. She hadn't noticed that the other man hadn't come to join in the joyous celebration, not until the explosion happened. Howard pulled her down as Steve stood protectively in front of her and Peggy, who was beside her and Howard.

"Someone stop him!" she heard Abe say immediately followed by the sound of shots being fired and the sound of a body hitting the floor.

She felt Steve run from his place in front of her and finally looked up to see Abe bleeding on the ground. She stood up shakily as Steve laid Abe back down gently and rush after his killer. Emily walked towards Abe in a daze before kneeling down and feeling for a pulse. _'He's dead. I can't. I can't do anything to save him.'_ Emily thought as tears started to fall from her eyes as she turned her head towards Colonel Phillips and shook her head sadly. Howards sat beside her and just held her as she cried. She hadn't noticed that Peggy had taken off after the assailant as well. Normally she wouldn't cry but this one was personal. She had been close to Abe, looked up to him as a mentor and as a father figure. She stood up after a few minutes as Peggy returned. Peggy, Howard and Emily stood back and allowed them to collect Abe's body and clean the scene of blood and debris and waited for further instructions.

When Steve returned he saw the three standing in the far corner of the room and approached them. The trio was watching as people cleaned the lab and gathered the papers. The Colonel walked back into the lab and strode towards them.

"You're all dismissed for the day. Be sure to return here by 0800 tomorrow." The colonel told them and didn't wait for a reply as he returned to overseeing the cleanup.

"Steve, can you stay with me tonight? We have some things to talk about." Emily asked in a broken voice as she grabbed his hand.

"Yeah sure" Steve said in a hollow voice and sounding slightly lost. The four of them walked out together.

"Good bye Howard. Good bye Peggy. I'll see you both tomorrow." Emily said with a wan smile at the two and hailing a cab. She was in no mood for walking.

"I'll see you tomorrow Agent Carter, Mr. Stark." Steve said as he nodded at the two and opened the cab door for Emily.

"Take care you two." Howard said as Agent Carter waved them off.

* * *

A/N: I know Emily might seem like a Mary Sue to some of you but I promise you she isn't. She's someone who doubts herself and makes mistakes as well as someone who makes decisions without really thinking about how it would affect other people. I have also changed some historical facts and will continue to do so with every chapter. Please review and tell me what you think.


	2. Chapter 2

Disclaimer: I don't own Captain America or the Avengers series. If I did I would have made sure that Bucky survived and both Peggy and Bucky would have made it to the future with Steve.

* * *

Emily clung to Steve during the whole ride home. The ride was silent but the tension was thicker than it had been before the experiment. Both of them were clearly shaken by the death of their friend but they were both determined to sort things out that night. As the cab stopped and Emily paid for the fair, Steve opened door and waited for Emily to get off before looking at her apartment complex. Emily had handed him a brown paper bag to hold as she searched for her wallet.

It was a nice building, clean and solidly built with a tight security that Steve deemed satisfactory and necessary for Emily's safety. After all, she was a young beautiful woman living alone, anything could happen, especially now that Emily was the only person who knew most of the formula for the serum. He followed behind Emily as she entered the building with a small smile and a 'good evening' to the guards which was promptly returned before the guards turned to eye Steve cautiously.

Emily led Steve onto the elevator and pressed the 6th floor. Once she stepped off, she went to the door in front of the elevator and motioned for Steve to enter after her. Once Steve got in to the tidy apartment he observed the place and noted that there were no indications of a man whatsoever in Emily's life except for the pictures of herself with Stark and Dr. Erskine or those with him and Bucky. Steve frowned as he noticed that there was one photo missing from the Steve and Bucky section. The photo was of Emily and Bucky dancing together; it was taken the night before she left for college.

_Steve sat at the table with Emily and Bucky as they ate their food. Bucky had insisted that they go out and had even insisted on paying with the money that he had earned. The three of them now lived in Mrs. Jones's old townhouse. Steve watched as Bucky and Emily sat so close together that their shoulders were touching. Now that they were on deserts Bucky held Emily's hand tightly and Emily for her part was leaning on him slightly. They were talking and laughing but there was still something between them that kept them nearly glued together. It was as if it was the last time they would see each other. On the table was a bouquet of 11 red roses and one pink carnation in the middle. Bucky had given it to Emily when they left the house._

"_So I said to him. 'Hey pal! If you ever try to hit on my girl again I'll knock your teeth out.'" Bucky said as Emily groaned and Steve laughed. Only an idiot would try and hit on Emily when Bucky was watching. Everyone knew Bucky was the strongest fighter in the area._

"_He was just trying to be nice!" Emily said as she looked at Bucky._

"_Yeah well, after I warned him not to try anything with you he told me 'What would a girl like that want with a no good scum like you. But if you really want her you can have her after I'm done doing my business with her.' He said some more nasty things about what he'd do with you so I socked him and the two of us got into a fight." Bucky said with a shrug._

"_Why didn't you tell me about that?" Steve asked angrily, he would have hunted that guy down and well… try to fight him at least._

"_Because I knew what you'd do Steve. Besides I'd beaten that guy up pretty badly." Bucky told him. He didn't want Steve to get involved in his fights or well any fights because Steve always ended up being beaten._

"_Well, I'm happy that you were there to defend my honor then." Emily said as she gave Bucky a soft peck on the lips._

"_I'll always defend my girl's honor." Bucky said with a grin as he kissed the hand he was holding._

"_Ugh! Guys that's disgusting. Don't do that in front of me." Steve said as he was forced to watch the public displays of affection that the two people he considered as his siblings showed each other. Emily just giggled as music started playing and couples started going to the dance floor._

"_My lady, shall we dance?" Bucky asked Emily._

"_Yes of course" Emily said to Bucky "sorry Steve." Emily said throwing an apologetic look towards their friend. Steve just smiled at them and watched as Bucky helped Emily out of her seat and led her on to the dance floor. Steve's smile tightened as he watched them, he knew it wasn't fair to resent them but ever since the two of them had gotten together Steve began to feel like a third wheel and add that to the fact that he can't even find a girl who would dance with a guy who's smaller than them. Well, he really just felt a bit crappy._

_But he was happy for them as well. As he watched Bucky and Emily dance with their arms wrapped tightly around each other. He knew that Emily leaving must be killing them both inside and he frowned at the thought of his two friends in pain. Suddenly he saw a photographer taking pictures of couples and he had an idea._

"_Hey mister." Steve said to get the attention of the photographer._

"_What do you want kid?" The man asked him in a tired voice._

"_See that couple there" Steve said as he pointed to his friends who were wrapped up in their own little world. The photographer just nodded and smiled at the sight of a young couple in love._

"_Can you take pictures of them and give me the pictures before lunch tomorrow?" Steve asked the man._

"_And why would I do that? And how would I even give you the pictures?" The man asked with a brow raised as he looked at Steve as if he was crazy._

"_Because I'll pay you $5 for those pictures. I can pick it up in your shop tomorrow. Just tell me where it is." Steve said. He knew he had won._

"_$5 are you sure kid? That's a lot of money." The man asked as he took in Steve's skinny form._

"_Positive. Now do we have a deal?" Steve asked._

"_Yeah sure. Just come by Mercy's Photoshop at fifth avenue tomorrow." The man said as he shook Steve's hand sealing the deal before approaching the dance floor. He had taken four shots before either Emily or Bucky was brought out of their little world and noticed the photographer. After that the two posed for about eight more shots before the photographer left._

"Stevie. Steve! STEVEN!" Emily yelled as Steve was instantly snapped out of his thoughts.

"I'm sorry what did you say?" Steve asked her.

"I've been calling you for the past five minutes. Where's your mind gone?" Emily said her arms folded. Steve saw that she had removed her long coat and was still in her blood soaked nurse's uniform.

"I was just thinking of some stuff." Steve said trying to avoid the topic. That was a discussion for later, first they'd have to catch up.

"Ok then. I was asking for your coat." Emily said as she had her hand outstretched.

"Oh. Here." Steve said slightly embarrassed as he removed his coat and handed it to Emily. Once his coat was safely hung she led Steve to the sitting area where Steve placed the brown paper bag on the table in front of him.

"Make yourself comfortable. I'll just start something up and change." Emily said as she wrinkled her nose at the uniform she was wearing. It was obvious to Steve that she was uncomfortable wearing the uniform soaked in the blood of their friend so Steve just nodded. He listened to the sounds of Emily bustling around in the kitchen before the door to her room opened and the sound of rustling was heard. He heard another door open and close before he heard (thanks to his improved hearing) the sound of the shower running.

Steve began to reflect on the changes in his childhood friend. The way she clung to him was still the same but there was also that feeling of distance as if she was a stranger at the same time. She held herself differently; it was as if she was another person. She seemed to have this dignified air around her as if she was someone accustomed to wealth and luxury, someone who had been held in the highest regard her whole life not some forgotten little girl from a Brooklyn orphanage. Perhaps it was something that came about from being surrounded by all those rich privileged women in her school.

Steve found a photo album on the table and quickly opened it. There were pictures of Emily during her college years. In almost all of these pictures there was always a pretty girl with her with the captions _"Me and Holly King at …"_, there were pictures of Christmases with Emily and the girl and an older couple who must be her parents, the caption would always read _"Christmas with the King family 193X" _and the like. Steve immediately figured out that the other girl must have been her best friend in college.

There were pictures of Emily at parties; some of them were pictures of a man holding her in an intimate way. _'Must be her college boyfriend.' _Steve thought as he flipped the pages not even bothering to read the captions with the man in it and just kept turning until he got to her graduation. There were pictures of the Emily with her friends and with the old couple and her best friend. He looked down at the caption _"Me and the King family." _It read. Steve bit his lip as he felt that pang of betrayal as he neared the end of the album. To him it looked as if Emily had replaced Bucky and him completely by having a new family and a new boyfriend while completely cutting them out. He was so engrossed in his thoughts that he didn't realize that Emily was already sitting beside him until she gently shook him.

"Steve, it's time for dinner." Emily said with a soft smile as Steve snapped out of his thoughts. She glanced at the album and at Steve before sighing and heading towards the dining room, Steve following in tow.

Dinner was a silent affair as both were lost in their own thoughts. Emily kept shooting glances at Steve all throughout dinner as she tried to think of what to say. Finally, once dinner was finished and the dishes were washed the two returned to the couch.

"What happened Emily? Why did you replace us?" Steve asked in a bitter voice.

"Steve I…" Emily paused at a loss for words. She closed her eyes and took a deep breath.

"Bucky visited me on campus." Emily said as she opened her eyes and saw Steve looking at her in shock.

"It was a few months after I left for college, he surprised me with a visit. You were out of town I can't remember why…" Emily started as she started to remember that day.

_Emily's class had just ended and she was walking with Holly King, her roommate, towards their dorm. She was so happy because exams had just ended and she had a day off that day as well. She was intent on spending it relaxing. She was stopped by the sound of other girls excited chattering as they gathered around a particular spot. She and Holly shared a glance and both nodded and strode towards the other girls._

"_What's going on?" Holly asked one of the girls as Emily stood on her tip toes craning her neck trying to see what all the fuss was about._

"_There's a cute man here. He's our age and definitely not one of the boys who usually go here." The girl replied. Emily glanced at Holly who shrugged then she stood up straight and was about to leave when she heard a familiar voice._

"_Excuse me ladies, can anyone please tell me where Emily Newman is." A masculine voice asked. Emily whipped her head back in the direction of the crowd as Holly stared at her in shock. One girl stepped away and both Emily and Holly got a better view of the man. He was handsome with dark hair and dark eyes, his lips were set in a charming smile in his right hand he held three red roses. He turned his eyes towards Emily's direction and instantly his smile widened._

"_Thank you ladies but I don't think I'll be needing your assistance anymore." He said as he started walking towards the shocked Emily. Holly's eyes glancing back and forth between the two in confusion before a smile lit up her face finally figuring out who the man was._

"_Surprise." The man said with a playful grin as Emily snapped out of her stupor and flung her arms around him. The man caught her in his arms and laughed he was careful not to crush the roses he had brought._

"_Bucky! How? Why? When?" Emily asked not being able to form coherent sentences._

"_There's my girl." Bucky started "I got here about an hour ago, Steve's out of town and I missed you so I figured I'd surprise you. I'll be staying in one of the hotels near campus for the night before I return to Brooklyn." He finished. Emily pulled away and glanced at her surroundings. Only Holly was left as the other girls soon dispersed when the bell rung and signified the end of the break for those who weren't done with their exams. Bucky handed Emily the roses as she smiled at him gratefully and took them._

"_Holly this is James 'Bucky' Barnes my boyfriend." Emily said as she began introducing the two. "Bucky this is Holly King my roommate." Both Holly and Bucky shook hands._

"_It's nice to meet you Mr. Barnes. Emily's told me so much about you." Holly said._

"_Call me Bucky. Any friend of Emily's is a friend of mine." Bucky replied._

"_Well, if you'll excuse me I have a paper due." Holly replied before turning away and leaving with a sly smile on her face before either Emily or Bucky could say anything._

"We had so much fun. I took Bucky to the town and we ate out for lunch and dinner. He was a proper gentleman." Emily told Steve.

"But that still doesn't explain anything. What exactly happened Em?" Steve asked.

"It was after dinner. We were walking back to campus…" Emily started.

_Emily was laughing as she walked hand in hand with Bucky. He was telling her about everything that had been happening since she left Brooklyn._

"_And then this woman goes up to us and says 'your little brother is really cute'." Bucky said as Emily giggled imagining Steve's reaction._

_They were very close to the campus and were walking by the park._

"_Emily!" A man's voice called her as the couple turned their attention towards the park where a group of college boys were walking out of it._

"_Hey Leon." Emily greeted with a sweet smile. Bucky's eyes kept switching back and forth._

"_So Em's are we still on for next week?" Leon asked as Emily laughed._

"_Of course we are. You better not forget." Emily said as she released Bucky's hand and used it to poke Leon in the chest._

"_As if I could forget. I'll be going on a date with a rather lovely girl. Anyway, it was great seeing you but the boys and I have to go. We've got exams to study for you know." Leon said as he stepped forward and kissed Emily's forehead and started on his way with the other boys trailing behind him before Emily could even introduce Bucky to them._

"_Bye Emily." The boys all chorused._

"_Bye boys I'll see you soon." Emily replied with a shake of her head before turning back to Bucky. She paled at the look on Bucky's face. His eyes were narrowed and his lips were set in a hard line, his whole stance radiated pure anger._

"_What was that?" Bucky hissed as Emily looked at him startled._

"_What are you talking about? What was what?" Emily asked confused._

"_You know what I'm talking about!" Bucky insisted._

"_No. I don't know what you're talking about." Emily replied._

"_That scene." Bucky said as his face contorted in rage._

"_Oh" Emily said as realization dawned on her. "Look Bucky it's not what it looked like." Emily said in a reasonable voice trying to placate him as her hand moved to grab his but he pulled his hand away from her before she could touch him. Emily looked at him in shock and hurt._

"_Don't touch me." Bucky said coldly._

"_I can't believe you'd cheat on me. I should have figured it out when you started writing less. I should have seen the signs. If you wanted to break up with me you could have told me so yourself." Bucky said in a pained voice._

"_I'm not cheating on you!" Emily exclaimed in a horrified voice as she touched his shoulder. Bucky jerked and stepped out of her reach as Emily bit her lip to keep the tears from flowing._

"_I swear Bucky. I would never do that to you. You know college and work takes up a lot of my time. Bucky please believe me." Emily said in a pleading voice._

"_You say you have no time to write to me but you have time to hang out with those boys? You don't mention how you're doing and I've gone out of my mind just worrying about you." Bucky yelled as his hands went flying around in grand gestures._

"_I'm sorry!" Emily exclaimed breaking down in tears "I really don't have the time. Their Holly's friends, she'd drag me when she'd go out because she told me I had to have fun once in awhile. Please Bucky, you know me. You know I'd never do anything to hurt you." Emily pleaded._

"_Honestly I don't know what to believe anymore. I came here to spend time with you and to check up on you. To put my mind at ease and what do I find? You letting men kiss you." Bucky said in a sad and tired voice._

"_Please trust me when I say that Leon is like that with every girl he's friends with. Please just let me explain everything Bucky." Emily said through her sobs but Bucky wasn't even listening as he continued talking._

"_Why should I? You'd probably make up some lie to get yourself out of trouble. You did that a lot when we were kids." Bucky sneered at her._

"_You're one to talk!" Emily shrieked as she wiped the tears from her face "you act like you're a freaking saint. You talk as if you're the victim. You don't know what it's like for me do you? You flirt with every pretty girl you come in contact with regardless of whether or not I'm beside you." She said darkly._

"_Oh really. Is that really what you think? Name one instance." Bucky dared her as he glared at her._

"_What about this morning?" Emily asked as she glared right back at him her eyes still lined with unshed tears._

"_This morning?" Bucky asked incredulously with a dark laugh. "Trust me that wasn't flirting."_

"_Really cause it seems like you were flirting." Emily responded in a quiet pained voice._

"_I have never done anything to betray our relationship. That's all on you." Bucky snapped at her._

_Emily looked at him, her eyes showed the hurt and betrayal she felt as tears continued to pour down her face at his accusation._

"_If you're so intent on flirting with all these men and slowly cutting me out of your perfect little life then let me do it for you so it's faster. We're over. Don't bother writing to me or trying to say you're sorry about all of this. I've finally seen you for what you are. Good bye Emily." Bucky said in a cold detached voice as he quickly spun on his heel and walked away. Emily was in too much of a shock to say anything even if her mind was screaming at her to run after him, her body was frozen, rooted to the spot. Once he was out of sight Emily's knees gave out and she fell to the floor sobbing. A few minutes later Holly, who had been walking back from the library found her._

"_Emily is that you honey?" Holly asked in a worried voice. Emily looked up at her and Holly rushed towards her immediately._

"_Oh sweetie what happened?" Holly asked as she led Emily to a nearby bench. Emily told her the story and Holly just comforted her until it was nearly time for curfew._

Steve held Emily as she cried. Steve shook his head frowning. Bucky should have stayed and listened to Emily's side of the story at least but Emily should have also gone after him and seen him off to the train station so that she'd be able to clear things up or at least tried harder by writing him a letter. Hell Emily could have even written to him for help.

"Who is Leon and what were the two of you talking about?" Steve asked once Emily had calmed down.

"Leon, he's a friend of mine. He was courting another friend of mine. Kimberly. He had this big surprise planned out for her. Holly and I took her to this restaurant where Leon and the others were waiting. It was her birthday and he wanted to surprise her. So when we got there we told her to go ahead first. It was a surprise party. That was the 'date' he had been talking about." Emily explained.

"How is Leon now?" Steve asked.

"He married Kimberly right after graduation. He always did feel guilty about Bucky and I." Emily said as she started sounding distant.

"I dated his best friend Richard all throughout college." Emily continued talking "We were just there for each other. He was there for me after Bucky… and I was there for him when his little brother died. A year after everything happened we got together. I stayed with Holly's family during the breaks and they'd welcomed me and treated me as if I was their daughter." Emily sighed.

"Thing is, before Bucky and I broke up, Holly was actually helping me transfer to Vassar College in New York so I could be closer to you guys." Emily said bitterly.

"But I don't get it. I know Bucky wrote to you one last time after that trip." Steve said as he remembered coming home from his own trip. He'd taken up a job with the photographer who took pictures of Bucky and Emily that night and they'd been hired to take pictures of an out of town wedding.

"He did. He said he was sorry and that he didn't mean what he said." Emily said before she stood up and went to her room. She returned with a thick envelope a few moments later. "You should read it." she said as she sat back down. Steve took a look inside the envelope and saw that there was a single sheet of paper surrounded by 15 pressed red roses.

**Emily,**

**Please. I know I shouldn't have let my anger get the best of me and I know I should have stayed and listen. I'm so sorry. I love you. I really do. Please forget what I said about us being over. Please come back. I really don't know what to write I just keep hoping you'll forgive me. Write back to me if you forgive me. If you don't I'll know and I'll **_**try **_**to move on with life.**

**I know that I've made a horrible mistake and I wish that I hadn't flown off the handle. I wish I'd let you talk and explain. I wish I said something different. I wish I hadn't even gotten angry at all. But seeing you so happy with some other man just killed me. You know I'm the jealous sort. It's not an excuse and I'm not trying to explain my actions. I'm just telling you that I've loved you since we were little and I'll always love you. Lord, why is it so hard to write your feelings to someone whom you've always been so honest to. Anyway this is your decision and whatever you choose, just know that I'm not going to hold it against you.**

**Forever yours,**

**Bucky**

It was dated two days after the fight and Steve couldn't understand why Emily hadn't replied back.

"I got that letter too late. If I'd known about it earlier, if I'd gotten it earlier it would have saved me and Richard a lot of trouble and heartache." Emily said as she drew her legs to her chest and wrapped her arms around them. Steve threw her a curious stare which she caught.

"There was a mix up and I got that letter just before graduation. It put a lot of strain on my relationship with Richard but I suppose we wouldn't have worked out in the end either way. There was no chance the two of us would get married. His parents might have liked me but I wasn't exactly what he'd need. I was going to med school and he needed a wife who would always be around to throw parties and entertain guests. I couldn't do that and I wasn't going to give up going to med school for him, I didn't give up college for Bucky so in a way, I suppose it's fair." Emily explained before she stood up and went towards the linen closet and pulled out an extra blanket and some pillows.

"The shower's that way, the bag has extra clothes just wake me up if you need anything." Emily said as she handed the things to Steve and walked away, before she was in her room she spun around "Oh and Steve, good night." She said softly with a small smile on her face. She had left the door to her room completely open. Steve smiled a bit to himself. The way she said goodnight was the same way she had always used to say it.

* * *

Steve had been awoken by the smell of food and the sounds of someone cooking in the kitchen. He could hear a woman humming as plates were being set. He blinked, rubbed his eyes and sat up taking in his surroundings. He was unsure at first, of where exactly he was staying until his eyes caught sight of Emily and the events of last night rushed to the front of his mind. Steve stood up and made his way to the table as Emily presented him with a stack of pancakes and some bacon and eggs. She had placed a pot of coffee and pitchers of juice and water at the table as well so that he could choose.

After a quick greeting of good morning Steve groggily shoveled the food into his mouth before reaching for some coffee. Once the coffee kicked in he turned to Emily who was eating her breakfast and silently reading the newspaper as well.

"Why didn't you come back?" Steve asked so quietly that Emily almost didn't hear.

"Sorry?" Emily asked as she looked up from the table.

"I asked you why you didn't come back." Steve said a bit louder this time as Emily sighed as if she knew this question would come.

"Because I didn't know how Bucky would react." Emily told Steve as she folded the newspaper and laid it down on the table.

"That doesn't tell me anything. You know I would still be here and that I'd welcome you." Steve replied before taking another sip of his coffee.

"I guess I just didn't want to see if he's already moved on." Emily replied offhandedly as she picked at her food.

"You love him, you still do but you were afraid, no correction, you still are afraid. You're afraid to see if he's replaced you in his life. You're afraid of being confronted with reality. You don't like not being in control and you don't like being abandoned so you abandon people instead. You run away from your problems and you run away from the people who love you because you're so scared that we'd leave you." Steve said pensively as Emily stared at him in shock.

"I…I don't… I'm not…" Emily stuttered but couldn't continue as Steve's eyes which had looked as if it were seeing something a million miles away were suddenly directed at her. When they were younger people often mistook Emily and Steve as siblings. Though his eyes were a different shade of blue, lighter, more like baby blue while hers was darker in the shade of sapphire. His hair more like a mixture between sunglow yellow and maize while hers was golden.

"Don't try to deny it because you know it's true. You ran away from Bucky and I and then you ran away from Richard." Steve said before excusing himself from the breakfast table leaving a bewildered Emily behind. In all honesty Emily shouldn't have been surprised that Steve was able to guess what was wrong with her. Steve had always been that way, he had always been able to tell what was wrong with someone.

* * *

Steve was with Peggy and another nurse getting his blood drawn, Emily had already given Steve a full physical and mental check-up and had deemed him fit for active duty and had already lifted the 24 hour watch. They were hopeful that Steve's blood might contain the missing elements they need to recreate the serum. Emily was with Colonel Philips and Senator Brandt, she was staying quiet as the Colonel and the Senator were arguing, the three made their way towards Stark while Peggy and Steve were by the railings on top of the stairs.

The lab had been transformed overnight and the chamber and all the other things they had used for the experiment was stripped, in the middle of the room was the submarine that Steve had pulled the HYDRA spy from.

"What do we have here?" Colonel Philips asked as they neared him.

"Speaking modestly I'm the best mechanical engineer in the country but I don't know what's in this thing or how it works. We're not even close to this technology." Howard replied as he looked at the submarine.

"Well who is?" Senator Brandt asked confused.

"HYDRA. I'm sure you've been reading our briefings." Colonel Philips replied.

"I'm on a number of committees Colonel." Senator Brandt replied.

"HYDRA is the Nazi deep science division it's led by Johann Schmidt. But he has bigger ambitions." Peggy said approaching them with Steve in tow.

"HYDRA's practically a cult. They worship Schmidt they think he's invincible." Colonel Philips told the Senator.

"So what are do we gonna do about it?" Senator Brandt asked observing the members of the SSR.

"I spoke to the President this morning. As of today the SSR's being retasked." Colonel Philips said approaching Peggy.

"Colonel?" Peggy asked curiously.

"We are taking the fight to HYDRA. Pack your bags Colonel Newman, Agent Carter. You too Stark. We're flying to London tonight." Colonel Philips told them as Emily stared at him in shock before turning to Steve.

"Colonel, with all due respect. Why am I going as well?" Emily asked thoroughly confused. She had expected that she would be returning to her duties as a nurse since Dr. Erskine was dead. Colonel Philips turned towards her with a raised brow.

"With Dr. Erskine dead you are now the head of the Super Soldier Serum or Project Rebirth and since you have proven yourself you are now the lead scientist for the SSR. Congratulations Colonel Newman." Colonel Philips told Emily with a smirk as she stood there with her mouth open and eyes wide. Steve looked at Peggy then at the still shocked Emily as Colonel Philips passed.

"Sir" Steve said gaining the attention of the older man "if you're going after Schmidt I want in." Steve told him.

"You're an experiment. You're going to Almagordo." Colonel Philips told him flatly.

"The Serum worked." Steve said disbelievingly as he looked at the man.

"I asked for an army and all I got was you. You are not enough." Colonel Philips told him before leaving. Emily sighed as she was called by Colonel Philips.

"Sorry Steve." Emily muttered softly as she passed by him giving his hand a quick squeeze. This action was not lost on anyone and people continued speculating on the true nature of their relationship.

* * *

A/N: For those of you who don't get what Steve said about Emily always running away from the people who love her, I'll explain it to you. Emily has trust issues and she's always afraid that the people she loves will leave her. This stems from her being abandoned when she was an infant and it was only strengthened when she and Bucky broke up. The same goes for her dislike of not being in control, she feels that if she could have controlled her life, if she could have been perfect then her parents wouldn't have left her. Neither Steve nor Bucky have those trust issues because they know that the only reason they aren't with their parents is because they're dead.

The meaning of the flowers that Bucky gives Emily:

A. 11 roses means you are my treasured one or you are the most important person to me while a pink carnation means I will always remember you.

B. 3 roses mean I love you.

C. 15 roses mean I'm truly sorry. Please forgive me.

The significance of the flowers and why I am mentioning them will grow as the story progresses.


	3. Chapter 3

Disclaimer: I don't own Captain America!

* * *

Emily had been in England for a total of three months and she had to admit that she wanted nothing more than to be back in America. It wasn't that she hated England or her job. It was more of the fact that she missed Steve. The two of them had been writing constantly about the happenings going on around them, save for the top secret info. Emily admits that there is nothing she'd rather see more than the show that Steve always mentioned in his letters. She wanted to see his act, to see the glamour and the beautiful colors instead of the dull and depressing view of war torn Europe, littered with broken dreams, shattered futures, torn families, lost lives and countless suffering from the injured soldiers. Still, she was comforted by the fact that Steve was safe and away from the war, she only had Bucky to worry about now. Emily though back to the day, three months ago, when Steve helped her pack her things.

_Emily found Steve waiting for her near the entrance half an hour later. He was leaning against the glass window of the antique shop brooding. When he heard the door opening his head snapped up and he turned to face her._

"_Come on let's have lunch and then I'll help you pack." Steve said as he offered his arm to her. Emily smiled slightly at the gesture as she looped her arm around his and headed towards a small restaurant in the corner of the street._

"_So what will you do now Steve?" Emily asked as they paid their bill._

"_Senator Brandt offered me to go on tour to sell war bonds. He said that I could eventually lead my own platoon if things go well." Steve answered honestly yet somewhat reluctantly as they headed towards her apartment._

* * *

_Steve was going up and down loading the boxes of Emily's things onto the truck that the army loaned to them as Emily talked to the administration._

"_Where the hell am I going to put all these things?" Emily wondered aloud as she stepped out, the army had offered her a storage unit but she wasn't sure she wanted to take it up, Stark had also offered but it didn't feel right._

"_How about at our house?" Steve suggested._

"_Are… are you sure?" Emily asked her eyes going wide. She didn't want to see the house out of fear that any traces of her having lived there would be gone._

"_Yeah, it's your house too." Steve said as he loaded the remaining boxes into the truck. Emily smiled._

* * *

_The drive was quiet as Emily pressed her head to the window staring listlessly out of it. Neither Steve nor Emily mentioned the absence of their third friend as Steve carefully parked the car in the driveway of the three story townhouse. From the outside it looks as it had the day Emily left for college, albeit the flowers she often took care of were now wilted, the only sign that it had been uninhabited for at least a month._

_Emily shakily walked up to the front door as she reached for the keys that always hang around her neck while Steve unloaded the truck. Her hand slowly turning the knob open before shutting her eyes and holding her breath as she opened the door. This was like her homecoming. __**'Like the story of the Prodigal Son.' **__Emily thinks to herself but her heart aches at the thought of Bucky not being there. She opens her eyes and immediately felt tears stinging her eyes as she starts to walk around._

_She took in the pictures on the mantle and took note of some of the new ones and left to go up the stairs to the bedrooms. Emily peeked into each room and noticed that only Bucky and Steve's looked as if it had been touched. __**'Out of the whole house' **__Emily thought __**'their rooms were the only ones that showed change.' **__She turned to the last door. What would have been the master's bedroom, her room. The boys had been adamant about the fact that since she was the only girl she deserved the better room, it was what proper gentlemen would do after all. She had rolled her eyes at this but took the room nonetheless._

_She unlocked the door and prepared for the worst. While the rest of the house showed no change, there was no telling what they could have done. But all of her fears were removed when she saw that her room was exactly how she'd left it all those years ago. Although there was a noticeable layer of dust over everything. She went around looking at the pictures she placed on the mirror, the old makeup she'd left that now had to be thrown out and the clothes that would have to be given away because the last time she had worn them was when she was still in her teens._

"_We'd always kept this room ready for you so that when you got home, you'd know that we hadn't forgotten about you." Steve said softly as Emily whirled around to face him as he walked towards the bed that had miraculously escaped the dust. Emily following his motions sat down beside him as well._

"_You know, you really did a number on him. Bucky waited for you for a year before he started dating again but he could never really hold onto a relationship. Sometimes they were serious but he'd always find fault and back out, other times they were just one night stands. I suppose, the most serious would have been Jessica. She was a nice girl but she was so nosy, had to go snooping around and she'd seen Bucky and I go in here a few times. She let her curiosity get the better of her and she snuck in here. Long story short, Bucky caught her here and he was furious. They had this big fight and he broke up with her. He started locking your door afterwards." Steve told her seriously as Emily stared at the floor._

_Steve sighs one more time before he stands up and throws Emily a smile before leaving the room. Emily barely heard Steve's soft muttering of "And I know for a fact that he still loves you."_

Emily was brought back to the present when Howard poked her side. Being extremely ticklish and easily startled, she naturally jumped of her seat and ungracefully fell into a heap. As Howard let out a loud laugh and Peggy gave a soft chuckle.

"So Captain America will be in Italy in two weeks and I know for a fact that we, mainly you, are being re-assigned there for awhile because they're short staffed on the medical team. So what are the chances that you'd be seeing him?" Howard asked as Emily rolled her eyes.

"Pretty big actually. He's part of the SSR and the camp of the 107th is the only one that's handled by the SSR." Emily said truthfully.

"Would you mind company?" Peggy asked.

"And a ride?" Howard added as Emily just smiled at them.

"I'm guessing you want an excuse to see his show. Anyway, just don't make fun of him to bad okay?" Emily said as the three talked about their upcoming trip.

"When is the 107th supposed to march?" Howard asked Peggy. He was talking about the information that their spy in HYDRA had given. Schmidt was about to launch an attack and was sending out a large number of troops.

"In two days. Colonel Phillips is already there organizing the men. There will be soldiers from America, France and England there so it's a bit of a mess as to who the burden of leadership will fall to. Fortunately the SSR will take charge since its HYDRA." Peggy replied tiredly. The war had really taken its toll on everyone.

"We leave in three days." Emily said quietly as she tiredly leaned her head on Peggy's shoulder. "We won't get to see the men off." She mumbled to her friends.

"You sound kind of disappointed about that." Howard pointed out.

"Hmm… I just wanted to see if my friend was there." Emily replied drowsily. She had been staying up late and had barely come up with anything to show about the super serum project.

* * *

It was nearing the end of the week and Steve was going to arrive the next day. But Emily had no time to worry about that. The 107th wasn't able to take on the HYDRA force and so over 300 men were either captured or killed. The rest had made it back to camp. No one blamed them though, the weapons that were provided to them were regular bullet firing guns and under usual circumstances it would have been enough but against HYDRA and their weapons, well, the outcome should have been foreseeable.

Howard and Peggy were ordered back to base but had promised to return for Steve's show. The biggest surprise was finding Holly as one of the nurses in the base. Seeing her friend with beautiful copper colored hair working as a nurse instead of living safely and comfortably back in the US made Emily smile.

"Emily?" Holly's worried voice called to her as she stood beside Emily placing her hand on Emily's shoulder.

"You're exhausted. Why don't you get some sleep?" Holly told her gently.

"I can't. There's too much to do. There are so many soldiers that still need to be tended to and the ambulances bring in more all the time. I need to help them. It's the least I can do." Emily said before she walked away. Holly stood there watching her as she bit her lip. She didn't know how she was going to tell Emily about him. How was she going to tell Emily that the man she loved since childhood was dead? Or that his last conversation with Holly was all about how he still loved her. But Holly knew one thing. She had promised for both their sakes that she would do her best to take care of Emily. She was happy though, that Emily was friends with Agent Carter and Howard Stark. They're good for her.

* * *

Emily had a feeling something bad was about to happen. She had gotten this feeling a few days before when the 107th was attacked. It was right after Steve's disastrous performance and she hadn't been able to go and comfort him. When she saw Peggy walking towards Steve she relaxed a bit but that feeling of dread was still there.

The moment Emily heard that Colonel Phillips was calling for her she knew, she knew that this was what she had been dreading. She approached the tent hastily trying to keep herself calm.

"You called for me Sir?" Emily asked her voice calm and her face blank. She noted Steve and Peggy were there as well. Steve's lips were set in a hard line while Peggy looked anxious.

"Yes" Colonel Phillips said gently as he walked towards her. This surprised everyone. "I'm sorry." He finished as he handed Emily a letter. Emily took it and stared at it blankly for awhile before confusion lit her eyes and she opened the letter reluctantly. Emily knew what it was of course, but who it was about, she had no idea but that didn't stop her heart from plummeting to her stomach.

**Dear Ms. Newman,**

**I regret to inform you that Sergeant James B. Barnes of the 107****th**** was involved in a firefight in Italy. His body has not been found and as such we must declare him Missing in Action. Should you need anything please know that I am always willing to lend an ear. My deepest sympathy to you.**

**Sincerely,**

**Colonel Phillips**

Emily felt as if something was squeezing her heart as she began to hyperventilate. Tears started pouring from her eyes as her knees buckled. Steve was immediately beside her, catching her as he gently led her to a chair and hugged her as she cried.

"That idiot." Emily mumbled through her sobs as Holly came in and led her away. Steve trailing out behind the two as Peggy followed Steve. She noticed that Steve had entered the performers' tent and instantly knew what he was about to do. Peggy gave a smirk and looked at Howard who was looking bewildered at the sight of Emily crying.

* * *

After Emily had calmed down from her breakdown she threw herself into her work and after the last soldier was treated and she was sure there were no more patients in need, she had been convinced by Holly to skip her rounds (after all the other nurses were all very competent and cable of taking care of the patients) and just relax, Holly finally told the truth that she had in fact seen Bucky with the 107th and that she was well aware of the fact that he was one of the men who were captured.

"I can't believe you didn't tell me that he was here!" Emily hissed at Holly who looked down at the glare Emily was giving her. They were in their tent and were sitting on Emily's cot.

"What was I supposed to say? 'Hey Emily, you know that boy you introduced me to when we were in college. The one who broke up with you that day. You know Bucky? The love of your life. Well he was captured by the enemy.'" Holly said defending her actions.

"Yes! And he is not the love of my life!" Emily said through gritted teeth. But it sounded hollow as if she was trying to convince herself. Holly snorted at that before sighing.

"Honey, you're lying. Even Richard could see that you were still in love with him. That's why he decided to back out of the wedding. He knew that you wouldn't really be happy with him while you were still in love with someone else. You're just so scared. You had so much time but you wasted it. I didn't tell you he was here nor did I tell him you were a nurse or that you were in Brooklyn for half a year and could have seen him any time before he left for good reason. It would have hurt him to know that you had been so close but hadn't even bothered to see him while you would be living your life in regret about you're decisions. I hadn't counted on the fact that you were listed as his emergency contact, as his family. I thought it would have gone to your other friend or a previous girl." Holly told her gently as she placed her had on Emily's.

"It's too late now. He might already be dead. I'm such a coward. Steve was right. I just ran away from the people who love me." Emily muttered as tears threatened to spill from her eyes.

"It's alright to cry but remember that you still have me and all of our friends back home. The most we can do now is pray for a miracle." Holly said as she pulled Emily into a hug. Emily instantly hugged her back as she broke down for the second time that day.

* * *

It was the morning of the day after Emily had gotten the letter and she had gone to look for Steve. Instead she was met with Peggy and Howard, who for his part looked contrite, as they delivered some rather startling news about their actions the previous day. Emily looked at Peggy and Howard in disbelief. Her mind running a thousand miles a minute as she thought of everything that could possibly go wrong.

"YOU DID WHAT?!" Emily screeched at the two who flinched. Some people stopped to stare at them, what a strange sight they must have been. Colonel Newman berating Agent Carter and Howard Stark.

"We did the right thing!" Peggy said defending their actions. She knew that it was stupid to have sent Steve out alone but there was no other choice. Besides she believed that Steve would come back.

"Hey! He's going there to help his friend. Which is more than you're doing. You cry and act like you care about your friend and the others but you sure as hell aren't helping the situation and when you're friend goes off to help your other friend you just get mad. I know you're in love with Steve and all but you shouldn't just put his safety above others just because of that." Howard said angrily. He had sat through Colonel Phillips berating them and now had to sit through this as well. It wasn't like he could be charged with insubordination or anything since he wasn't a soldier and because he was the best they had.

Holly who had been standing beside Emily had instantly known that Howard had crossed the line. He didn't know the whole story and had just gone and blabbed about the whole thing. She saw it coming before the others did but it didn't stop her from flinching from the loud **SMACK** that came from Emily slapping Howard hard before turning on her heels and storming off. Holly sighed and looked at the two shell shocked people in front of her. One holding a flaming cheek with a red hand impression and the other just stared at the figure of her friend.

"You really shouldn't have said that, especially since you don't know the whole story." Holly said as she turned on her heels as well, going to the medical tent instead of the tent she shared with Emily but she was stopped by Howard.

"What do you mean we don't know the whole story?" Howard asked utterly confused as Peggy snapped out of her stupor.

"Let's just say Captain America isn't the friend that she's in love with and leave it at that. It isn't my story to tell and even if it was it's very long and complicated." Holly retorted her back to them as Howard and Peggy got the implication.

"Crap" Holly heard Howard say. "I really went too far didn't I?"

"Yes you did." Holly muttered to herself throwing a glance at the tent where she knew Emily went to have another breakdown. "You really did Mr. Stark and it's a shame I really liked you too." She shook her head and walked to the patient that was just brought in.

* * *

It was four days after Steve left and Emily was on edge. She kept waiting for Colonel Phillips to call her and give her another letter. Peggy had already been to see her and had told her that the third aerial reconnaissance mission had come back negative. Emily knew what this meant. Steve would be declared dead. She shuddered at the thought. She didn't know if she could take it. Not being able to make amends to the two of them. Even when she had seen Steve, she hadn't really apologized for abandoning him. She knew what she had done was petty, selfish and cowardly but that was just the way she was.

"I'm so sorry. Please be safe. Please come back." Emily whispered closing her eyes as if she was praying. She was in her tent after just having finished her rounds when she heard it.

"_**HEY LOOK OVER THERE!" **_One of the men had shouted as people ran out of their tents, some cheering. Emily walked out as well, her heart beating fast. _'Could it be them?' _Emily thought as she met up with Holly who was smiling as she pointed at the crowd. Emily stood on the tips of her toes just like she did all those years ago when Bucky had surprised her with a visit. Suddenly people started parting to make way for a group of men marching towards them. She instantly recognized Steve leading the pack as her breath caught when she saw the man marching slightly behind him to his left. _'Bucky!' _Emily said in her mind.

"Well then. There's your miracle." Holly whispered to Emily who stood rooted to her spot as the two of them eyed the man walking determinedly. Neither of them knew whether or not Steve had told him about her being there but it didn't appear to be the case. He didn't even appear to notice that she was there. Somehow Emily and Holly got pushed to the front where they stood beside Peggy, Emily hidden from sight because she was behind Colonel Phillips. She had wanted so much to rush forward and pounce on them but knew that she had to show restraint and do her duty. Besides, there were still a lot of things that they needed to talk about.

"Medics! Help the wounded." Emily ordered loudly. Instantly the medics and the nurses snapped to attention assisting the injured into the medical tent. From her position she saw Bucky's eyes widen as he glanced at Steve who threw him a smirk before returning his gaze to Colonel Phillips. Emily saw Bucky scanning the area for someone as she and Holly shared a look. _'So Steve didn't tell him.' _Emily thought.

"That won't be necessary." She heard Colonel Phillips say before taking his leave. Once he had moved out of the way Emily was exposed from her 'hiding place' and Bucky just gaped at her. Peggy stepped in front of her slightly as she turned to address Steve.

"You're late." She hears Peggy say promptly as Emily slowly walked towards Bucky who was just standing in his spot staring at her.

"I couldn't call my ride." She heard Steve reply and even if she had her back turned to the two she could hear the smile in Steve's voice. Apparently so could Bucky who was jolted out of his thoughts by the sight of a beautiful girl flirting with his once perpetually single best friend.

"HEY!" Bucky yelled loudly catching everyone's attention. "Let's hear it for Captain America." He said as everyone started clapping. He threw Steve a look before he returned his eyes on Emily who was already very nearly beside him and was also staring at him.

"Emily" Bucky says softly and shakily that only she could hear him.

"Bucky" Emily greeted him with a weak welcoming and hesitant smile. Bucky smiles back as well and before he knew what was happening, Emily had tackled him. Luckily, even if it had been years and he was surprised, his instincts were still as sharp as ever as he caught her in his arms, wincing as he did so. The two of them were locked in a tight embrace as Bucky buried his in Emily's hair as her head rested on his chest. He could feel Emily's body shaking as his shirt started becoming damp.

"Thank heavens. I thought you were dead. And Steve went after you and I thought I lost the two of you and I hadn't even apologized and I never would have forgiven myself…and…and…" Emily blubbered through her sobs as Bucky smiled and inhaled her scent.

"Shhh… it's okay." Bucky said reassuring her. Even if things were different now. Even if she had someone else, it was good to know that she still cared about him. It wasn't long before Emily had composed herself. Just in time for the crowd to disperse.

Emily took a step back examining Bucky as her eyes widened at the roughed up condition he was in. Her eyes narrowed as her lips were set into a hard line. Bucky instantly became afraid, he knew what that look was and knew it well. It's her 'you-will-do-what-I-say-no-questions-asked-or-else' look. Howard, Peggy, Holly and Steve watched in amusement as Emily took Bucky's right hand and dragged him towards the medical tent. Bucky quietly following along. Steve and Holly shared a look and both had raised brows and amused smiles on their faces as they followed their friends.

"You know this really isn't necessary. I'm alright." Bucky complained as he winced when Emily cleaned his wounds and bandaged it **tightly**.

"Stop whining. It'll be over before you know it." Emily told him sternly.

"But it hurts." Bucky whined and after a second's pause he added "and I do not whine!" Emily merely raised a brow as Steve and Holly chuckled.

"I'm sure you've had worse now shut up." Emily snapped at him and Bucky closed his mouth pouting.

"Stop acting like a baby." Emily told him as Bucky glared at her. Deep inside, Bucky was relishing the feeling of Emily fussing over him.

"You really don't need to do this. There are others who are far worse off than I am." Bucky insisted staring Emily intently in the eyes. She returned his gaze matching his intensity.

"Yes but they already have someone attending to them." Emily told him evenly as she turned to Steve.

"How did you find him? His condition, I mean. We're they doing something to him, or have done something to him?" Emily asked in a professional voice. Steve and Bucky both stiffened and Emily instantly knew something was up.

"Well… they have this isolation ward. They experiment on the prisoners and as far as I know no one has ever come back alive. He wasn't that banged up but he was out of it when I found him. Disoriented and all. The worst mostly came when the base exploded." Steve said helpfully even though Bucky had made motions for him to stop.

"I see." Emily said distantly as she faced Bucky. He instantly flinched from her blank look wondering what she was thinking.

"A full check-up, bed rest, and you will be placed under observation." Emily ordered as Bucky gaped at her.

"You…you can't" He sputtered incredulously.

"Two nights of bed rest." Emily corrected herself. Bucky wisely shut up at that.

"I'll check up on you later and then we can talk." Emily said before giving them one last smile and leaving to check on the other patients.

"Bucky" Steve called after a few moments of silence and after Holly had left.

"Yeah Steve" Bucky asked as he lay down on his cot. He didn't want to upset Emily especially when they were about to talk about something serious.

"How do you feel? You know, now that you've seen Emily again?" Steve asked as he sat down on Bucky's bed.

"I don't really know. I'm happy of course but I just feel like… oh I don't know. I'm sort of scared about how things will be from now on. I mean there's all these questions like, does she have someone? Or has she forgiven me? Or does she still even have feelings for me? And I don't even know where to start when we talk later on." Bucky said burying his head in the palm of his hands.

"I bet you're secretly enjoying having Emily fuss over you right? Isn't that why you made such a big deal out of it." Steve said with a knowing smile trying to lighten the mood.

"Shut up" Bucky said, his lips slightly upturned. It was quiet again for another few moments before Steve stood up.

"Get some rest Bucky. I have to go talk to Colonel Phillips." Steve said as he made to leave the tent.

"Steve" Bucky called out before he was completely out of the tent. Steve turned around curious.

"You knew didn't you?" Bucky asked "You knew she'd be here." He finished as Steve smiled and nodded before walking out. Bucky just sighed and closed his eyes. He hadn't realized how exhausted he was until he was awoken by the feel of someone pressing their hand to his forehead and his hair being brushed back. The unknown person sat down on the cot as Bucky opened his eyes and was instantly convinced that what was happening was a dream. Emily sat there smiling down at him as Bucky sighed and pulled her down hugging her tightly to him as he inhaled her scent, this was after all the only place where he could be together with her, just the two of them.

"I'm sorry did I wake you?" Emily asked as softly as Bucky stared at her groggily and smiling serenely. It had taken him a few seconds to realize that he was in fact awake as the memories of what had happened earlier had completely drained away any traces of sleep. He pulled back and noted that it was now dark.

"Mmm… It's okay. What time is it?" Bucky asked his voice hoarse as he let go of Emily and she stood up. On a chair nearby were two trays of food. Emily got some water and handed it to him. Bucky greedily drank it and handed the empty glass back to Emily.

"It's dinner time. I just finished my rounds and thought that we could have dinner together. Steve and Holly are busy with Agent Carter and Stark but the two of them promised to join us as soon as they could. So I figured that we should start talking before they get here." Emily explained as Bucky sat up.

* * *

A/N: Alrighty! So that's chapter 3. Sorry for the long wait. I have a lot of things to do with school and all. So tell me what you think and leave a review because reviews motivate me to write more.


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